Contract Hazards: Lawyers and Their Landmines

In today's global markets, commercial contracts are the backbone of complex financial and corporate transactions. Yet despite their centrality, these documents are often riddled with flaws-ambiguous terms, outdated provisions, and strategic traps-that persist across deals and markets. Legal theory tends to overlook these imperfections, assuming contracts are coherent, intentional, and complete. But the reality of contract production tells a different story. Contract Hazards: Lawyers and Their Landmines investigates the hidden dangers embedded in standardized contract language. These "landmines" are not rare mistakes-they are structural features of how contracts are assembled under pressure, often from recycled precedent and boilerplate. Drawing on both qualitative and quantitative research, it explores how flawed terms originate, why they endure, and how they are sometimes exploited by lawyers when deals unravel. Focusing on markets such as sovereign bonds, mergers, and syndicated loans, this analysis traces how different legal communities respond to these flaws-some seeking to repair them, others learning to weaponize them. While landmines are widespread, the behavior of lawyers and the institutional dynamics of each market shape how they are managed. By bridging the gap between contract theory and contract practice, Contract Hazards offers a compelling new perspective on how legal documents evolve. It challenges conventional assumptions and illuminates the complex, often messy realities of modern contract drafting.

About the Author :
Stephen J. Choi is the Bernard Petrie Professor of Law and Business at the New York University School of Law. He is the Co-Director of the Pollack Center for Law and Business and founder of the Securities Enforcement Empirical Database project at NYU. Steve greatly enjoys listening to Mitu's podcasts and learning about contract theory from Bob. Mitu Gulati is a Law professor at the University of Virginia. He was previously on the faculties of the University of California (Los Angeles), Georgetown University and Duke University. Mitu writes periodic columns (often about landmines) for FT Alphaville, Bloomberg Odd Lots and Reuters. Along with Mark Weidemaier, he cohosts the podcast, "Clauses and Controversies" with Mark Weidemaier, where they talk about aspects of the sovereign debt world that puzzle them (including landmines). Robert E. Scott is the director of Columbia Law School's Center for Contract and Economic Organization. Before joining Columbia, Bob was a faculty member and dean (1991-2001) at the University of Virginia School of Law. Bob's research has spanned a number of fields, including bankruptcy, secured transactions, sovereign bonds and contract theory. His true love though is contract theory, a field that never ceases to throw up new and exciting puzzles to tackle. Bob is a fellow of both the American Academy of Arts and Sciences and the American Bar Foundation.